Terms & Conditions

THESE TERMS AND CONDITIONS AND IF APPLICABLE, ANY HIRING SERVICES AGREEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE (THE”AGREEMENT”) GOVERN YOUR ACQUISITION AND USE OF THE SERVICES OFFERED BY SOCIAL DICE SYSTEMS LIMITED AND the SD GROUP COMPANIES (“SOCIALDICE”, “WE” “US” “OUR”)

BY ACCESSING OR USING ANY OF OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOUR USE OF THE SERVICES IS DEEMED EXPRESS CONSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MODIFY THE AGREEMENT AT ANY TIME WITHOUT NOTICE. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. USE OF THE SERVICES BY YOU FOLLOWING SUCH MODIFICATION CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE AGREEMENTAS MODIFIED.

IF YOU ARE ENTERING INTO THIS AGREEMENT OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MAY NOT USE THE SERVICES.

You may not access our Services if You are Our direct competitor, except with Our prior written consent. A direct competitor means any individual or entity that offers the same or similar services as Us that is aimed at a similar target market and customer base. In addition You may not access the Services for purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement is effective between You and Us as of the date You commence to use the Services.

1 Definitions

“Hiring Services Agreement” means the documents for placing orders here under that are entered into between You and Us or any of Our SD Group Companies from time to time, including addenda and supplements thereto. By entering into a Hiring Services Agreement hereunder, an SD Group Company agrees to be bound to the terms of this Agreement as if it were an original party here to. Hiring Services Agreement shall be deemed incorporated herein by reference.

“Non SocialDice Applications” means online applications and offline software products that are provided by entities or individuals other than US and are clearly identified as such, and that interoperate with the Services.

“Purchased Services” means any Services that You or Your SD Group Companies purchase under a Hiring Services Agreement.

“SD Group Companies” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership of control of more than 50% of the voting interests of the subject entity.

“Services” means any website, mobile applications, blogs, other linked and related pages, content features, products, software or tools, including Purchased Services where relevant. “Users” means individuals who are authorized by You to use the Service, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents.

“You” and “Your” means you, the company or other legal entity for which you are accepting this Agreement and SD Group Companies of that company or entity.

“Your Data” means all electronic data or information submitted by You to the Purchased Services.

2 PURCHASED SERVICES

2.1 Provision of Purchased Services

We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Hiring Services Agreement during the subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding functionality or features.

2.2 User Subscriptions

Services are purchased as subscriptions and may be accessed by no more than the specified number of Users;

The added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

2.3 Our Responsibilities

We shall:

Provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately;

Use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for:

Planned downtime (of which We shall give advance notice) and which We shall schedule to the extent practicable outside of normal office hours); or

Any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks; and

Provide the Purchased Services only in accordance with applicable laws and government regulations.

3 USE OF THE SERVICES

3.1 Registration For Certain Services

You may be required to register and select a password and username (“SocialDice User ID”) to use certain Services. You may not (i) select or use as a SocialDice User ID a name of another person with the intent to impersonate that person or entity; or (ii) use as a SocialDice User ID a name subject to any rights of a person or entity other than You without appropriate authorization. You shall provide Us with accurate, complete, and updated registration information. You shall be responsible for maintaining the confidentiality of Your password. Any failure to comply with this provision may result in immediate termination of Your account. We reserve the right to refuse registration of, or cancel a SocialDice User ID in Our discretion. If You are accessing the Services through a third party site or service (such as “Office365 SSO”), We may require that Your SocialDice User ID be the same as Your user name for such third party site or service. By providing Your third party account credentials to SocialDice, You are consenting to have the information in those accounts transmitted into Your account. You shall only use third party accounts owned by You and not by any other person or entity.

3.2 Your Responsibilities

You shall:

Be responsible for Your compliance with this Agreement;

Remain solely responsible for all of Your Data that You upload, or otherwise disseminate using, or in connection with, the Services, includingl the legality and the means by which You obtained it and You warrant that You possess all rights necessary to provide such content to Us and to grant Us the rights to use such information in connection with the Services and as otherwise provided herein;

Ensure that Your Data is not insulting to any religion or culture, inaccurate, or contrary to the laws, customs or cultural norms of the United Arab Emirates or any other applicable jurisdiction;

Not post or otherwise make public any personal details or personally identifiable information about any person including name, contact details, address, image or known associates, without their consent;

Not make false or misleading statements;

Not offer to sell or buy any product or service, or post links to third party websites, without prior written permission from Us in connection with a feature of the Services;

Not post material that infringes the intellectual property rights or other proprietary rights, or rights of publicity or privacy, of any third party.

Not post information that is confidential or sensitive;

Not post any content that objectionable or illegal (as described below), or could create a risk of harm, loss or damage of any kind;

Be solely responsible for the content that You post on or through the Services, any material or information that You transmit to other users and for any interactions with other users;

Not use the Services to send or post content of any kind or nature that is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, profane, racially offensive, insulting to any religion or culture, inaccurate, or contrary to the laws, customs or cultural norms of the states of he Gulf Cooperation Council or any other applicable jurisdiction, or otherwise objectionable material or that encourages conduct that could constitute a criminal offense, or infringement of any rights to privacy, give rise to civil liability or otherwise violate any applicable local, state, federal or international law or regulation. You agree not to use the Services to distribute or send any illegal content of any kind. Posting illegal content or participating in any form of discussion with the intention to commit any illegal activity is strictly prohibited;

Use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; and

Use the Services only in accordance with these terms and conditions, and applicable laws and government regulations.

You shall not:

Make the Services available to anyone other than Users;

Sell, resell, rent or lease the Services;

Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights;

Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or

Attempt to gain unauthorized access to the Services or their related systems or networks.

3.3 Usage Limitations

Services may be subject to other limitations, such as, for example, limits on disk storage space or the number of calls You are permitted to make to Our support help- desk. Any such limitations are specified in the Hiring Services Agreement.

3.4 Modification and Termination

We reserve the right to modify, discontinue, terminate or suspend the Services without prior notice. This Agreement shall remain in full force and effect while You use any part of the Services. You may terminate Your use of the Services or Your membership at any time by following the instructions on the Services. We may terminate or suspend Your access to the Services (and/or any feature thereof) or Your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with Your membership. Upon termination of Your account, Your right to access and use the Services and any related content will immediately cease.

4 NON-SOCIALDICE PROVIDERS

4.1 Acquisition of Non-SocialDice Products and Services

We or third parties may from time to time make available to You third-party products or services, including but not limited to Non-SocialDice Applications and implementation, customization and other consulting services. Any acquisition by You of such non-SocialDice products or services, and any exchange of data between You and any non- SocialDice provider, is solely between You and the applicable non-SocialDice provider. We do not warrant or support non-SocialDice products or services, whether or not they are designated by Us as ‘certified’ or otherwise, except as specified in a Hiring Services Agreement. Subject to Section 4.3 (Integration with Non- SocialDice Services) no purchase of non-SocialDice products or services is required to use the Services except a supported device operating system, web browser and Internet connection.

4.2 Non-SocialDice Applications and Your Data

If You install or enable Non-SocialDice Applications for use with Services, You acknowledge that We may allow providers of those Non-SocialDice Applications to access Your Data as required for the interoperation of such Non-SocialDice Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your data resulting from any such access by Non-SocialDice Application providers.

4.3 Integration with Non-SocialDiceServices

The Services may contain features designed to interoperate with Non-SocialDice Applications. To use such features, You may be required to obtain access to such Non-SocialDice Applications from their providers. If the provider of any such Non-SocialDice Application ceases to make the Non-SocialDice Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.

5 FEES AND PAYMENT FOR PURCHASED SERVICES

5.1 Fees

You shall pay the fees specified in any relevant Hiring Services Agreement, in accordance with the Hiring Services Agreement except as otherwise specified herein:

Fees are based on Purchased Services and not actual usage;

Payment obligations are non-cancellable and fees paid are non-refundable; and

The number of User subscriptions purchased cannot be decreased during the relevant subscription term stated in the Hiring Services Agreement. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

5.2 Invoicing and Payment

You will provide Us with valid and updated payment information for example credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Hiring Services Agreement for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Hiring Services Agreement. If the Hiring Services Agreement specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Hiring Services Agreement. Unless otherwise stated in the Hiring Services Agreement, invoiced charges are due as prescribed by the invoice. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

5.3 Overdue Charges

If any charges are not received from You by the due date, then at Our discretion: (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and/or (b) We may condition future subscription renewals and Hiring Services Agreements on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

5.4 Taxes

Unless otherwise stated, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, ‘Taxes’). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You.

6 PROPRIETARY RIGHTS

6.1 Reservation of Rights in Service

Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2 Restrictions

All materials displayed or performed on the Services, or which may be made available for Your download (including, but not limited to text, blogs, graphics, articles, photographs, images, illustrations and video (also known as the “Content”), are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and may use, copy reproduce, modify translate, publish, broadcast, transmit, distribute, perform, upload, display any Content or other proprietary rights not owned by You, provided that (i) You credit Us where appropriate, and (ii) the use does not in any way violate any third party right. The Services are protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws applicable in the jurisdiction from which You access the Services at any time. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You shall not:

Permit any third party to access the Services except as permitted herein;

Reverse engineer the Services; or

Access the Services in order to build a competitive product or service.

6.3 Your Data

By posting Your Data or otherwise providing Your Data to Us in connection with the Services, You hereby grant to Us (i) a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable, transferable right to fully exploit (including without limitation, reformatting, modifying, creating derivative works of, and translate) such Your Data (including all related intellectual property rights) in connection with the Services and Our successors’ and assigns’ business, including without limitation for promoting and redistributing part or all of the Services (or any derivative works thereof) in any media formats and through any media channels, and to allow others to do so; and (ii) each user of the Services, a non-exclusive license to access Your Data through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display Your Data as permitted through the functionality of the Services and under this Agreement.

7 CONFIDENTIALITY

7.1 Definition of Confidential Information

As used herein, ‘Confidential Information’ means all confidential information disclosed by Us to You, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. All information regarding any Hiring Services Agreement is deemed to be Confidential Information.

7.2 Protection of Confidential Information

You shall:

Use the same degree of care that You use to protect the confidentiality of Your own confidential information;

not use any Confidential Information for any purpose outside the scope of this Agreement; and

except as otherwise authorized by Us in writing, limit access to Confidential Information to those of Your employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with You containing protections no less stringent than those herein.

7.3 Compelled Disclosure

You may disclose Confidential Information if You are compelled by law to do so, provided that You give Us prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Your cost, if We wish to contest the disclosure.

8 WARRANTIES AND DISCLAIMERS

8.1 Our Warranties

You warrant, represent and covenant that:

You have the legal capacity to enter into this Agreement;

You will not use the Services or contribute any content in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, rule, ordinance or regulation; (iii) violates any other agreement You have with, or any obligations to, any third party; (iv) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, contrary to the laws, customs or cultural norms of the Gulf Cooperation Council or any other applicable jurisdiction, or otherwise objectionable; (v) misrepresents the source or identity of any content; (vi) involves commercial activities and/or sales without Our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (vii) uploads, installs, constitutes, or embeds malware, virus, worms, Trojan horses, or other harmful content or code; or (viii) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Us.

8.2 Disclaimer

THE SERVICES AND CONTENT, OBTAINED THROUGH WEBSITES, APPLICATIONS AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, THE AVAILABILITY OR QUALITY OF ANY SERVICES AVAILABLE VIA THE SERVICES, OR THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. Without limiting the generality of the foregoing, We make no representations or warranties regarding the Services and/or the accuracy or reliability of any information displayed on the Services, including the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings. We make no representations concerning any content contained in or accessed through the Services. We will not be responsible or liable for the accuracy, copyright compliance, or decency of material contained in or accessed through the Services. Under no circumstances will We be liable in any way for any content in the Services, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred in connection with use of or exposure to any content posted, emailed, accessed, transmitted or otherwise made available via the Services. We have no special relationship with or fiduciary duty to You. You acknowledge that We have no control over, and no duty to take any action regarding: which users gain access to the Services; what content You access via the Services (including, without limitation, viruses, malware, harmful code and user generated content); what effects the content may have on You; how You may interpret or use the content; or what actions You may take as a result of having been exposed to the content.]

You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that We will not be liable for any errors or omissions in any such content. You understand that We cannot guarantee the identity of any other users with whom You may interact in the course of using the Services. Additionally, We cannot guarantee the authenticity of any data, which users may provide about themselves. You acknowledge that all content and data accessed by You using the Services is at Your own risk and You will be solely responsible for any damage or loss to any party resulting therefrom.

9 INDEMNITY

9.1 Indemnification by You

You agree to indemnify and hold Us, all SD Group Companies, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) made by any third party due to or arising out of Your access to the Services, use of the Services, the violation of this Agreement by You, or the infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity.

10 LIMITATION OF LIABILITY

10.1 Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE USE OR INABILITY TO USE THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR, INCLUDING BUT NOT LIMITED TO, (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE FEES PAID BY YOU THEREFOR OR $100; (II) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) DATA LOSS, LOST EMPLOYMENT OPPORTUNITY, BUSINESS INTERRUPTION OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR (IV) ANY MATTER BEYOND OUR REASONABLE CONTROL.

11 TERM

11.1 Term of Agreement

This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated or You cease to use any of the Services.

12 CONTRACTING PARTY, NOTICES, GOVERNING LAW AND JURISDICTION

12.1 General

You should direct notices under this Agreement to: [NB – INSERT SOCIAL DICE ADDRESS FOR SERVICES]

The law applicable to any lawsuit arising out of or in connection with this Agreement shall be the law of the Emirate of Dubai, and the courts of Dubai shall adjudicate any such lawsuit.

12.2 Manner of Giving Notice

Except as otherwise specified in the Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon receipt by Us.

12.3 Agreement to Governing Law and Jurisdiction

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

13 GENERAL PROVISIONS

13.1 Anti-Corruption

Each party shall neither offer or give, nor request or accept, any gift or consideration or financial or other advantage of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Agreement or any other contract between the parties or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; and each party warrants to the other that it has not either paid or agreed to pay, or requested, agreed to receive or accepted, any commission, gift, consideration or financial or other advantage of any kind to or from any body or person in connection with this Agreement or any other contract between the parties or to or from any other body or person employed by or on behalf of either party.

13.2 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.3 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

13.4 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

13.5 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

13.6 Assignment

You may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent.

13.7 Entire Agreement

This Agreement, including all exhibits and addenda hereto and all Hiring Services Agreements, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Hiring Services Agreement, the terms of the Hiring Services Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Hiring Services Agreements) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.